Brand & Seller Agreement

This Brand & Seller Agreement (“Agreement”) is between Lucas Ferry Enterprises LLC (“Syfted,” “we,” “us,” or “our”) and the clothing brand or business entity (“Brand,” “you,” or “your”) that has applied for and been approved to list products on the Syfted marketplace (shopsyfted.com and the Syfted mobile application, collectively the “Platform”).

By submitting a brand application, connecting a store, or listing products on Syfted, you agree to be bound by this Agreement and Syfted’s Terms of Service and Privacy Policy, each of which is incorporated herein by reference. In the event of a conflict between this Agreement and the Terms of Service on a brand-specific matter, this Agreement controls.

1. How Sales Work: Consignment

You list your products on Syfted on consignment. You keep ownership of every item until a buyer purchases it; Syfted sells it to that buyer through Syfted’s own checkout. This means:

• You keep title to your inventory until it sells. Syfted never buys your stock, never takes physical possession of it, and never warehouses it. Your items stay with you, and you ship each order directly to the buyer.
• Syfted is the merchant of record and the seller to the buyer. The buyer’s purchase contract is with Syfted, Syfted’s payment account processes the charge, and Syfted is the buyer’s point of contact for the transaction itself. Title passes from you to the buyer at the moment of sale.
• Syfted collects the full amount the buyer pays, retains its commission and the payment processing fee (Section 5), and remits the balance to you as described in Section 6.
• Because Syfted is the retailer for these sales, Syfted calculates, collects, and remits any sales tax due on them. See Section 9.

Selling on consignment does not reduce your responsibility for your products. You remain solely responsible for product quality, authenticity, safety, accurate description, and regulatory compliance, and for the representations and warranties in Section 4 — including your own obligations under applicable consumer-protection and product-liability law. Syfted being the seller of record is how the sale reaches the buyer; it is not an assumption of responsibility for the product itself.

2. Application and Approval

Listing on Syfted requires submitting a brand application and receiving written approval from Syfted. Approval is granted at Syfted’s sole discretion. Syfted may reject any application or revoke approval at any time, with or without cause, by providing reasonable notice except where immediate removal is required due to legal, safety, or platform integrity concerns.

You represent that all information provided in your application — including business name, legal entity status, store ownership, and contact information — is accurate and complete. Providing false or misleading information in your application is grounds for immediate termination of this Agreement.

3. Store Integration

Approved brands connect their existing Shopify or Square store to the Platform via API integration. By connecting your store, you authorize Syfted to:

• Read your product catalog, descriptions, images, pricing, and inventory data to populate your Syfted storefront.
• Copy that product information into a Shopify store operated by Syfted, which is how the Syfted storefront and checkout run, and keep it in sync with your store. Shopify holds that copy on Syfted’s behalf as a service provider. This applies only to product data — never to your customers, their contact details, or your order history. It happens only after you give separate, express permission for it in your Brand Portal, and it stops if you unpublish your brand or disconnect your store.
• Reduce the stock count for an item on your connected platform when a buyer purchases it on Syfted, so your listings elsewhere stay accurate and you do not oversell. The adjustment carries a reference back to the Syfted order in your platform’s own adjustment history.
• Create the corresponding order in your Shopify store (Shopify only), priced at retail with Syfted’s commission as an order-level discount and no sales tax, so you can fulfil from your normal workflow. The order carries the buyer’s name, shipping address and email — the minimum needed to ship it and to contact them about a fulfilment problem. ⚠️ Shopify creates a customer record in your store from that email address even though Syfted does not request permission to manage your customers; that record is marked as not accepting marketing. You can turn order creation off at any time in Brand Portal → Integrations.
• Read the fulfilments you create against those orders, so Syfted can pass your tracking number and carrier on to the buyer. Syfted reads fulfilments only for orders it created for you.
• Read your store’s shipping zones and rates, so buyers are charged what you actually charge rather than a rate retyped by hand.
• Receive webhooks or poll your store for inventory and pricing updates to keep the Syfted listing accurate.

Limits on API access. Syfted will not use your API credentials for any purpose beyond those listed above. Specifically, Syfted will not: access your store’s existing customer records, purchase history, or contact lists; read, alter, or cancel any order other than one Syfted created for you; read your financial reports, payout information, or analytics; modify your product listings or prices; or share your API credentials with any third party. The only changes Syfted makes to your store are the two described above — reducing the stock count of an item sold on Syfted, and creating that sale as an order — and Syfted never changes inventory for any other reason.

What that order contains, and what it creates. An order Syfted writes into your Shopify store carries the buyer’s name, shipping address, and email address, because you cannot ship a parcel or resolve a fulfilment problem without them. It carries no payment card data of any kind. Shopify will create a customer record in your store from that email address, marked as not accepting marketing; that record is created by Shopify rather than by Syfted, Syfted does not hold permission to manage your customers, and the record can outlive the order. You are the controller of that data once it is in your store, and Section 13 limits what you may do with it: fulfilment and order support only, never marketing. Turning order creation off in Brand Portal → Integrations stops this entirely, and your stock is still adjusted either way.

Your API credentials are accessible only to the Syfted systems that perform integration operations on your behalf, and you may revoke access at any time from your connected platform’s own admin dashboard.

You are responsible for ensuring that your connected store account has the permissions necessary to enable this integration and that your store data is accurate. Syfted is not responsible for errors in product listings that result from inaccurate data in your connected store. You may disconnect your store at any time through the Brand Portal — doing so will suspend your Syfted listings and permanently delete your stored API credentials from our systems.

4. Product Listings and Content

All product content that appears on Syfted — including titles, descriptions, images, pricing, sizing, and other details — is sourced from your connected store or submitted by you. You represent and warrant that:

• All product listings are accurate, complete, and not misleading.
• You own or have a valid license to all product images, descriptions, branding, and other content you submit, and have the right to authorize Syfted to display and distribute that content.
• Your products comply with all applicable federal, state, and local laws and regulations, including consumer product safety standards enforced by the Consumer Product Safety Commission (CPSC), textile and fiber labeling requirements, and any applicable import or customs regulations.
• Your products do not infringe any third-party intellectual property rights, including trademarks, copyrights, or patents.
• You will not list counterfeit, recalled, prohibited, or unsafe products on the Platform.
• Customs and export. The shipping and customs information recorded against your products — in particular weight, and where you supply them the HS tariff code and country of origin — is accurate. Your products may lawfully be exported from the country you ship from and are not prohibited or restricted for import into the destinations you make them available to. You will not ship, in a parcel travelling on a label Syfted provides, any item that is prohibited, restricted, or subject to a licence, permit, or export control that you do not hold.

Images you upload directly through the Brand Portal — logos, banners, product photos, and size charts — are stored on Syfted’s hosting infrastructure and served from Syfted’s domain. You continue to own them, on the licence terms described below. Deleting an image removes it from your storefront, but copies may persist briefly in caches and content delivery networks before expiring.

How your listings reach buyers. To provide a secure, single checkout across multiple brands, Syfted reproduces your product listings — titles, descriptions, images, prices, sizes, and stock levels — within Syfted’s own commerce infrastructure, which is operated for Syfted by a third-party commerce platform (currently Shopify) under Syfted’s own account. Those copies are kept in sync with your connected store automatically. This is done solely to list and sell your products on Syfted; your content is not licensed, sold, or made available to that platform for its own purposes, and nothing in your own store is altered except the stock adjustment described in Section 6.

Because this involves copying your content into a system Syfted operates rather than only displaying it on Syfted’s website, we ask for your permission for it separately and explicitly during onboarding, rather than treating it as covered by this Agreement generally. You may withdraw that permission at any time by unpublishing your brand or disconnecting your store, and the corresponding copies will be removed from sale.

Syfted reserves the right to remove any listing that violates this Agreement or applicable law, without notice.

5. Commission, Subscription, and Fees

Selling on Syfted has three costs: a flat commission on each sale, a payment processing fee on each sale, and a monthly subscription fee. “Commission,” as used throughout this Agreement, means the percentage of an item’s product subtotal that Syfted retains as its consignment commission out of what the buyer paid, before remitting the balance to you under Section 6.

Commission

Syfted’s commission is a flat 10% of the product subtotal of each completed sale, regardless of how many brands are in the buyer’s cart. It is calculated on the product sale price only, excluding applicable taxes and excluding shipping. The amount you receive, net of commission, is settled to you on the weekly schedule described in Section 6.

Shipping is not commissioned. Buyers are charged the sum of every rate in their cart, and Syfted takes no margin on yours. Syfted does not subsidize or consolidate shipping across brands. Payment processing (below) is charged on your shipping rate as well as on your products, because the payment processor charges Syfted on the whole amount the buyer paid.

Payment processing

Each sale carries a payment processing fee of 2.9% + $0.30, charged on the total the buyer paid for your items — your product subtotal plus your shipping rate — and deducted from your settlement alongside commission. Where a buyer’s cart contains more than one brand, the fee is calculated separately on each brand’s own share, and the fixed component is charged once per brand.

This is a pass-through of what Syfted is charged to accept the buyer’s payment. Because Syfted is the merchant of record, the payment processor bills Syfted for processing the entire order, shipping included. It is a flat published rate rather than the exact per-transaction cost, which varies by card type and buyer country: you are charged the same predictable amount whichever card the buyer uses.

Orders shipping outside the United States carry a processing fee of 6.4% + $0.30 in place of the rate above, calculated on the same basis. International orders cost more to accept — cross-border card fees, the cost of calculating import duties at checkout, and currency conversion where the buyer is charged in their own currency. Commission, the subscription fee, and how and when you are paid are identical.

Shipping on international orders is not remitted to you, because Syfted pays for it. Where an order ships from your country to a buyer in another one, Syfted buys the shipping label, pays the carrier, and pays the import duties and taxes (Section 9). The shipping the buyer pays funds that label, so it is retained rather than passed through: your proceeds on such an order are your product subtotal less commission and less the processing fee, with no shipping line. What was spent on your label is shown on that order’s settlement in the Brand Portal, so the figure is never an unexplained gap. In exchange you carry no customs paperwork, no carrier account, and no duty liability — you print the label Syfted provides and hand over the parcel.

Domestic orders are unchanged. Where an order ships within your own country you continue to ship on your own account and receive your own shipping rate, exactly as before. The processing fee on an international order is calculated on your product subtotal alone, since no shipping is remitted to you.

Which rate applies is determined by the destination address on the order, and the rate that applied is itemised on that order’s settlement in the Brand Portal. You can stop selling internationally at any time in Brand Portal → Integrations, independently of the shipping zones on your own store.

The processing fee applies during your free trial. The trial waives Syfted’s own charges — commission and the subscription fee — but Syfted is billed for processing a trialing brand’s orders exactly as it is for anyone else’s, and cannot waive another company’s fee.

Where your rate comes from. If you connect a Shopify store and grant shipping access, Syfted reads the shipping zones and rates you already maintain there and charges buyers accordingly — including price-banded and weight-banded rates, so a rule such as free shipping above a given order value is honoured. The rate applied is the cheapest of your rates that matches the buyer’s destination and that brand’s portion of the cart, evaluated at checkout.

Where a synced rate is unavailable or none matches — including brands on Square, brands with no connected store, carrier-calculated rates, weight-banded rates where no product weight is recorded, and destinations outside your zones — the flat shipping rate you set in the Brand Portal is used instead. That flat rate remains your responsibility to keep accurate, and remains the only mechanism for brands without a connected Shopify store.

Rates are synced periodically rather than in real time, so a change made in Shopify may take some time to apply on Syfted. Syfted does not verify, adjust or guarantee your rates, and is not responsible for a shortfall between what a buyer was charged for shipping and what the carrier actually cost you.

Minimum listing price

Items listed on Syfted must be priced at $15.00 or more. Below roughly this amount, payment processing fees consume the entire margin on an order. During onboarding, and when syncing a connected store, any item priced below the minimum will be flagged so that you can either raise its Syfted price to $15.00 or leave it unlisted — your price on your own store is never changed. Syfted may adjust this minimum on notice.

Subscription and free trial

Selling on Syfted requires an active seller subscription of $99.99 per month, billed monthly in advance through Stripe. New brands receive a 3-month free trial beginning on the date your brand application is approved. During the trial you pay no subscription fee and no commission — you receive your full product subtotal, and your full shipping rate on every domestic order, less only the payment processing fee described above, which applies during the trial because it is a third party’s charge rather than Syfted’s. Shipping on international orders is retained to pay for the label Syfted provides, as described above, during the trial as at any other time.

When the trial ends, or if a subscription payment fails, you enter a 3-day grace period during which your storefront remains live and you will receive notice by email. If no active subscription is in place when the grace period ends, your storefront is hidden from buyers until you subscribe: your products stop appearing in the shop, search, and drops, and cannot be purchased. Nothing is deleted — your products, orders, followers, and settings are retained, and your storefront is restored automatically once payment clears. Orders placed before your storefront was hidden are still paid out to you in the normal way.

You may cancel at any time from the billing portal in the Brand Portal. Cancellation takes effect at the end of the period you have already paid for; the monthly fee is not prorated or refundable for a partial month.

Drop Friendly billing — months with nothing live

Syfted’s seller plan is Drop Friendly: if your storefront has nothing available to buy, you are not charged for that time. If 30 consecutive days pass in which your brand is not live, we automatically pause collection on your subscription and you will receive notice by email. No invoice is issued and no payment is taken while billing is paused. You do not need to request this and you do not need to cancel.

For this purpose your brand is live on any day on which your storefront is published and at least one of your products is published. A single day counts: if you are live at any point during the period, the period is chargeable in full.

When you publish again after a pause, your subscription resumes automatically and a new monthly period begins on that day, and is invoiced immediately at the rate above. Resuming is not prorated against the paused period. Liveness is evaluated by an automated daily process, so pausing and resuming may take up to 24 hours to take effect; during that interval your subscription continues under whichever state it was last in.

Drop Friendly affects the subscription fee only. Commission is unaffected: any sale that completes is commissioned at the rate stated above regardless of whether billing is paused. Pausing does not hide your storefront, does not cancel your subscription, and does not affect a free trial — during a trial you already pay nothing.

Buyer rewards are funded by Syfted

Syfted operates a buyer rewards program (Syfted Points). Where a buyer redeems points against an order, you are paid on the full pre-discount price of your items. The discount is funded entirely by Syfted out of its commission and never reduces your payout.

Changes to fees

Syfted reserves the right to modify commission rates or the subscription fee with 30 days’ written notice. Continued listing of products on the Platform after the effective date of a change constitutes acceptance of the new rate. If you do not agree to a change, you must remove your listings and notify Syfted before the effective date.

6. Payouts

Payouts are processed via Stripe Connect. You must connect a valid Stripe account through the Brand Portal to receive payouts. Syfted settles what it owes you weekly: amounts accrued from your sales are paid in a single transfer to your connected Stripe account, covering that period’s orders. Each settlement, and the orders it covers, is itemised in the Brand Portal. Amounts accrued too close to a settlement run to have cleared are carried into the following one. If your Stripe account is not yet active, amounts owed to you continue to accrue and are paid once it is — they are not forfeited. Net proceeds are 90% of your product subtotal, plus your own shipping rate on domestic orders, less the payment processing fee described in Section 5 and less any applicable refunds — or, while you are inside your free trial, your full product subtotal plus that same shipping, less that same processing fee. On an international order no shipping is remitted, because Syfted buys and pays for the label (Section 5). Every settlement in the Brand Portal itemises commission, shipping, processing and, where one was bought, the cost of your shipping label separately, so each figure can be checked against the orders it came from.

Syfted may withhold payouts or reverse previously transferred amounts in the following circumstances: (a) a buyer initiates a valid chargeback or dispute; (b) Syfted determines in good faith that a payout was made in error; (c) you have an outstanding indemnification obligation under this Agreement; or (d) we are required to do so by law or court order. You agree to repay any amount that Syfted determines was erroneously paid to you.

Your use of Stripe Connect is governed by Stripe’s Connected Account Agreement. Syfted is not responsible for delays, failures, or errors in Stripe payouts.

7. Order Fulfillment

You ship every order directly to the buyer on Syfted’s behalf, as described in Section 1 — Syfted never takes physical possession of your products.

When a buyer places an order on Syfted that includes your products, that order appears in your Syfted Brand Portal, where you can always manage and fulfil it. Where you have connected a store and granted inventory access, Syfted also reduces the stock count for the items sold, so your listings elsewhere stay accurate; the adjustment carries a reference back to the Syfted order in your platform’s own adjustment history.

Shopify: a Syfted sale is written into your store as an order so you can fulfil it from your normal workflow. Line items carry your retail price with Syfted’s deductions — commission and payment processing — applied as a single order discount, so the order total equals your payout, and no sales tax is added — Syfted collects and remits that. Syfted never modifies or cancels an order it did not create, and never touches orders you take through your own channels. You can turn order creation off at any time in Brand Portal → Integrations; your stock is adjusted either way, so you cannot oversell.

Square: orders are not written into your account. An unpaid Square order does not appear in the Square Dashboard or Point of Sale until it is paid for, so creating one would promise something you would never see. Square sales appear in your Syfted Brand Portal. Your stock is still adjusted.

When you mark a Syfted order shipped in your own Shopify, Syfted reads the tracking number and carrier from that fulfilment so it can email the buyer. Syfted reads fulfilments only for the orders it created for you.

Do not enclose your own priced invoice or packing slip. The buyer purchased from Syfted at the retail price and should not receive a document showing a different total. Syfted provides a buyer-appropriate packing slip in the Brand Portal for you to print and include.

You are solely responsible for:

• Fulfilling orders accurately and within a commercially reasonable time (typically within 3 business days of the order becoming eligible for fulfillment, unless otherwise agreed in writing).
• Shipping orders to the buyer’s confirmed shipping address using a reliable carrier with tracking.
• Providing tracking information through the Brand Portal so buyers can monitor delivery status.
• Communicating directly with buyers in the event of delays, out-of-stock issues, or fulfillment problems.
• Complying with all applicable shipping and customs regulations for the destinations you support.
• International orders: use the prepaid shipping label Syfted provides. Where an order ships from your country to a buyer in another one, Syfted buys the shipping label, pays the carrier, pays the import duties and taxes, and prepares the customs paperwork. The label appears on the order in the Brand Portal, in the order Syfted creates in your own store, and in the email we send you when the order arrives. Your only obligation is to print it and hand the parcel to the carrier. Do not ship an international order on your own label. Duties are already paid on ours; a second label causes the carrier to bill your buyer for those duties again on delivery. You remain responsible for any duties, taxes, carrier handling fees, refused-parcel costs, or refunds that result from shipping an international order on a label Syfted did not provide.
• Keeping the shipping and customs information on your products accurate — the weight, and where available the HS tariff code and country of origin for each item. Syfted reads these from your connected store. A product with no weight cannot be sold internationally at all, because no carrier will issue a label without one; it stays on sale in your own country and is hidden from buyers abroad until you set one. Where an HS code or country of origin is missing, duties are still calculated and still guaranteed, but from a classification made on your behalf rather than one you supplied. The Brand Portal tells you which of your products are affected, and which of them are blocked outright.

No fulfillment hold. Syfted does not currently place a hold on orders in your store or delay when you may begin fulfilling, and the fulfillment timeframe above runs from when the order appears. Where Syfted introduces such a window in future it will be brief, Syfted will tell you before it applies, and the timeframe will run from its release.

Syfted is not responsible for fulfillment errors, shipping delays, lost packages, or any failure by you to meet your fulfillment obligations. Repeated fulfillment failures may result in suspension or termination of your brand account.

8. Returns and Refunds

You are responsible for setting your own return and exchange policy for reasons other than the floor described below — for example sizing, change of mind, or preference — and for communicating it clearly to buyers. Because Syfted is the seller of record and holds the buyer’s payment (Section 1), Syfted processes the actual refund: where a return falls under your own policy, Syfted refunds the buyer once you confirm the return is accepted, and deducts the corresponding amount from your next settlement under Section 6. Returned goods come back to you, not to Syfted — title reverts to you on a completed return, since Syfted never held the item in the first place.

Regardless of your own policy, Syfted will refund a buyer directly, at Syfted’s initiative, for an item that is defective, materially different from its listing, or never delivered. Syfted recovers that amount from you as described in Sections 6 and 10. This floor exists because Syfted is contractually answerable to the buyer for the sale — it does not expand your liability beyond what Section 10 already covers, and it does not shift responsibility for the product itself away from you.

In the event of a buyer chargeback or payment dispute, Syfted may deduct the disputed amount from your pending or future settlements while the dispute is being resolved. If the dispute is resolved in the buyer’s favor, the deducted amount will not be returned to you. You agree to cooperate with Syfted and Stripe in responding to any chargeback disputes, including providing evidence of fulfillment within the timeframe required by the payment network.

9. Tax Responsibilities

A sale on Syfted is a consignment sale made by Syfted to the buyer (Section 1). Syfted is the retailer for that sale.

Sales tax is Syfted’s responsibility. Where sales tax is due on a Syfted sale, Syfted calculates, collects, and remits it, and you do not separately collect or remit sales tax on those sales. Because you keep title to your goods until the moment they sell to the buyer, there is no separate taxable sale between you and Syfted, and no resale certificate is required in either direction.

International orders: import duties and taxes. Where an order ships from your country to a buyer in another one, Syfted calculates and collects any import duties and taxes from the buyer at checkout as part of the amount the buyer pays, and is responsible for remitting them. Syfted uses a cross-border tax and logistics provider to calculate those amounts and to remit them under that provider’s own registrations in the destination country. You do not separately collect, remit, or advance those amounts, they are not deducted from your proceeds, and you are not required to register for VAT, IOSS, VOEC, or any equivalent scheme in the destination country on account of a Syfted sale.

Because those amounts are collected from the buyer up front, the parcel must travel Delivered Duty Paid (DDP). Syfted provides the prepaid DDP label for that purpose under Section 7; shipping the order on any other label causes the carrier to charge the buyer a second time.

The consignment position stated above is unchanged for international sales: you keep title to your goods until they sell to the buyer, Syfted is the seller to that buyer, and there is still no separate taxable sale between you and Syfted in either direction. Syfted does not resell your goods to any intermediary.

This does not relieve you of any registration, filing, or reporting obligation you may have in your own jurisdiction on account of your own business activity. You remain solely responsible for all taxes arising from that business, including income tax, self-employment tax, and tax on the proceeds Syfted remits to you. Syfted does not provide tax advice, and nothing in this Agreement is a substitute for confirming your own obligations with a qualified tax advisor.

Syfted will provide you with any tax documentation required by law (such as a Form 1099-K, where applicable to payments Syfted makes to you) based on your annual proceeds processed through the Platform. You agree to provide accurate tax identification information through the Brand Portal so that Syfted can comply with applicable tax reporting obligations.

10. Brand Indemnification of Syfted

You agree to indemnify, defend, and hold harmless Lucas Ferry Enterprises LLC and its officers, directors, employees, and agents (collectively, “Syfted Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your products — including product liability claims, personal injury or property damage caused by a defective or unsafe product, false advertising claims, or claims arising from inaccurate or misleading product descriptions.
• Your intellectual property — including any claim that your products, images, brand assets, or other content you submit to Syfted infringe any third-party trademark, copyright, patent, trade secret, or other proprietary right.
• Your fulfillment — including claims arising from your failure to fulfill an order, shipping a wrong or damaged item, or any other fulfillment failure.
• Your regulatory non-compliance — including any claim that your products violate CPSC safety standards, textile labeling laws, or any other applicable consumer-protection or product regulation.
• Customs, duties, and export control on a cross-border order — including any duty, import tax, penalty, seizure, storage or return charge, or carrier fee arising from inaccurate customs information you supplied or failed to supply, from an item that is prohibited or restricted in the destination country, from a failure to hold a required export licence or permit, or from shipping an international order on a label Syfted did not provide.
• Your violation of this Agreement or applicable law.

Syfted reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Syfted’s defense of such claim.

11. Product Liability Insurance

Prior to listing products on Syfted — and at all times while your brand is active on the Platform — you agree to maintain commercial general liability insurance (including product liability coverage) with a reputable insurer in amounts appropriate for your business and product type, but in no event less than $1,000,000 per occurrence and $2,000,000 in the aggregate.

Upon Syfted’s request, you agree to provide a certificate of insurance naming Lucas Ferry Enterprises LLC as an additional insured. Syfted reserves the right to suspend your listings if you fail to maintain required coverage or fail to provide evidence of coverage within 10 business days of a written request.

12. Intellectual Property

You retain ownership of your brand’s intellectual property, including your name, logo, and product imagery. By listing on Syfted, you grant Syfted a non-exclusive, worldwide, royalty-free license to display, reproduce, and distribute your brand assets and product content solely for the purpose of operating and promoting the Platform, including in marketing materials that feature the Syfted marketplace. This license continues for as long as your brand is active on the Platform and terminates when all of your listings are removed.

You represent and warrant that you own or have valid licenses to all content you submit and that Syfted’s use of that content as described above will not infringe any third-party rights. If any content you submit is subject to a takedown or claim of infringement, you agree to cooperate promptly with Syfted to resolve the matter.

13. Prohibited Conduct

As a brand on Syfted, you agree not to:

• List counterfeit, recalled, or prohibited products.
• Misrepresent pricing, availability, or product attributes in your connected store data.
• Contact buyers obtained through Syfted for purposes other than order fulfillment and customer service related to that order.
• Solicit buyers to transact directly outside of Syfted in order to avoid platform fees.
• Use Syfted’s systems or data to build a competing marketplace or directory.
• Engage in any conduct that could damage Syfted’s reputation or the trust of buyers on the Platform.

14. Termination

Either party may terminate this Agreement at any time by providing written notice to the other. Syfted may terminate immediately and without notice if: (a) you violate a material term of this Agreement; (b) you list counterfeit or prohibited products; (c) there are reasonable grounds to suspect fraudulent activity; or (d) Syfted is required to do so by law or court order.

Upon termination: your product listings will be removed from the Platform; any pending orders at the time of termination must still be fulfilled by you; any earned payouts for completed, non-disputed orders will be remitted to you on the normal schedule (subject to any holds for chargebacks or indemnification obligations); and Syfted will remove your stored API credentials.

Sections 1, 7 (as to pending orders), 9, 10, 11, 12, and 15 survive any termination of this Agreement.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SYFTED’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSION RETAINED BY SYFTED ON YOUR SALES (AS DEFINED IN SECTION 5) IN THE THREE MONTHS PRECEDING THE CLAIM. SYFTED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in this section excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or willful misconduct.

16. Governing Law and Disputes

This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. Any dispute between Syfted and a Brand arising from this Agreement that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Los Angeles County, California, or via videoconference. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm while arbitration is pending.

17. Modifications to This Agreement

Syfted may update this Agreement from time to time. Material changes will be communicated to you via email to the address on file for your brand account, with at least 30 days’ advance notice. Your continued listing of products on the Platform after the effective date of any modification constitutes your acceptance of the modified Agreement. If you do not agree to a modification, you must remove your listings and notify us before the effective date.

18. Miscellaneous

This Agreement, together with Syfted’s Terms of Service and Privacy Policy, constitutes the entire agreement between you and Syfted with respect to your participation as a brand on the Platform. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force and effect. Syfted’s failure to enforce any provision shall not constitute a waiver. You may not assign this Agreement without Syfted’s prior written consent. Syfted may assign this Agreement in connection with a merger, acquisition, or sale of assets.